Obligation Générale Société 0% ( XS1101899661 ) en EUR

Générale Société

100 % ▲

France

XS1101899661 ( en EUR )

14/09/2022 - Obligation échue

Prospectus brochure de l'obligation Societe Generale XS1101899661 en EUR 0%, échue

100 000 EUR

30 000 000 EUR

Société Générale est une banque universelle française offrant des services de banque de détail, banque privée, banque d'investissement et gestion d'actifs.

L'obligation XS1101899661 émise par Société Générale en France, d'une valeur nominale de 30 000 000 EUR, avec un prix actuel de marché de 100 %, un taux d'intérêt de 0 %, une taille minimale d'achat de 100 000 EUR, échéant le 14/09/2022 et une fréquence de paiement de 1, libellée en EUR, est arrivée à maturité et a été remboursée.

BASE PROSPECTUS DATED 23 September 2015

SOCIÉTÉ GÉNÉRALE
as Issuer and Guarantor
(incorporated in France)

and

SG ISSUER
SOCIÉTÉ GÉNÉRALE EFFEKTEN GMBH
as Issuer
as Issuer
(incorporated in Luxembourg)
(incorporated in Germany)

Debt Instruments Issuance Programme

Under the Debt Instruments Issuance Programme (the Programme), each of Société Générale, SG Issuer and Société Générale Effekten GmbH (each an Issuer and together the
Issuers) may from time to time issue Notes (the Notes such definition to include CDIs, as defined below, where applicable) denominated in any currency agreed by the Issuer of
such Notes (the relevant Issuer) and the relevant Purchaser(s) (as defined below).
When securities to be issued pursuant to this Base Prospectus are qualified as "certificates" (as defined in the section headed "Terms and Conditions of the German Law Notes"),
any reference in the relevant section of this Base Prospectus and in the applicable Final Terms to "Notes" and "Noteholders" shall be deemed to be a reference to "Certificates"
and "Certificateholders".
Notes issued under the Programme may either be unsecured (Unsecured Notes) or secured (Secured Notes), as specified in the applicable Final Terms and as further described
herein.
Payments in respect of Notes issued by SG Issuer or Société Générale Effekten GmbH will be unconditionally and irrevocably guaranteed by Société Générale (the Guarantor).
Subject as set out herein, the Notes will not be subject to any minimum or maximum maturity.
The Notes will be issued on a continuing basis to one or more of the Dealers specified in the "General Description of the Programme" and any additional dealer appointed under the
Programme from time to time (each a Dealer and together the Dealers). Notes may also be issued to third parties other than Dealers. Dealers and such third parties are referred to
as Purchasers. The terms and conditions of the German Law Notes (the German Law Notes) are set out herein in the section headed "Terms and Conditions of the German Law
Notes".
German Law Notes may be issued in bearer form (Bearer Notes, which include Bearer SIS Notes (as defined in the section headed "Terms and Conditions of the German Law
Notes"). Bearer Notes may be represented by one or more Global Notes (as defined in the section headed "Terms and Conditions of the German Law Notes").
Bearer Notes (other than Bearer SIS Notes) will be deposited with a common depositary (Common Depositary) or, in the case of new global notes (New Global Notes or NGN), a
common safekeeper (Common Safekeeper) on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and Clearstream Banking, société anonyme
(Clearstream, Luxembourg) and Clearstream Banking AG, Germany (Clearstream, Germany).Bearer SIS Notes (certified in a Permanent Global SIS Note) will be deposited with
the Swiss securities services corporation SIX SIS Ltd (SIS) or any other intermediary in Switzerland recognised for such purposes by SIX Swiss Exchange Ltd (SIX Swiss
Exchange).
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the loi relative aux prospectus pour
valeurs mobilières dated 10 July 2005, as amended, which implements the Prospectus Directive (the Luxembourg Act) to approve this document as a base prospectus. Such
application does not extend to money market instruments (as defined in the Prospectus Directive) having a maturity of less than one year or to Notes (which are not publically
offered) to be admitted to trading on the EuroMTF (as defined below). By approving this Base Prospectus, the CSSF gives no undertaking as to the economic or financial
opportuneness of the transaction or the quality or solvency of the Issuers in line with the provisions of article 7(7) of the Luxembourg Act. Application has also been made to the
Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on (i) the Luxembourg Stock Exchange's regulated market and to be listed on the
Official List of the Luxembourg Stock Exchange and (ii) the multilateral trading facilities Euro MTF of the Luxembourg Stock Exchange (the EuroMTF). The regulated market of the
Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instrument Directive 2004/39/EC of 21 April 2004 as amended (a Regulated Market).
The EuroMTF is not a regulated market within the meaning of the Markets in Financial Instrument Directive 2004/39/EC of 21 April 2004 as amended but it is subject to the
supervision of the CSSF. Notes issued under the Programme may also be unlisted or listed and admitted to trading on any other market, including any other Regulated Market in any
Member State of the EEA and/or offered to the public in any Member State of the EEA. The applicable Final Terms in respect of the issue of any Notes (as defined below) will specify
whether or not such Notes will be listed and admitted to trading on any market and/or offered to the public in any Member State of the EEA and, if so, the relevant market.
Application has also been made to SIX Swiss Exchange to approve this document as an "issuance programme" for the listing of derivatives and an "issuance programme" for the
listing of bonds, both in accordance with the listing rules of SIX Swiss Exchange. In respect of Notes to be listed on SIX Swiss Exchange, this Base Prospectus and the applicable
Final Terms will constitute the listing prospectus pursuant to the listing rules of SIX Swiss Exchange.
The Notes and any guarantee thereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or under the
securities law of any state or political sub-division of the United States, and trading in the Notes has not been approved by the Commodities Futures Trading Commission (the CFTC)
under the United States Commodities Exchange Act, as amended (the CEA). No person has registered and no person will register as a commodity pool operator of any Issuer under
the CEA and the rules thereunder (the CFTC Rules) of the CFTC, and no Issuer has been and no Issuer will be registered as an investment company under the United States
Investment Company Act of 1940, as amended, and the rules and regulations thereunder (the Investment Company Act). The Notes are being offered and sold in reliance on an
exemption from the registration requirements of the Securities Act pursuant to Regulation S thereunder (Regulation S).
Accordingly, the Notes may not be offered, sold, pledged or otherwise transferred except in an "offshore transaction" (as defined under Regulation S) to or for the account or benefit
of a person who (a) is not a U.S. person as defined in Rule 902(k)(1) of Regulation S; and (b) is not a person who comes within any definition of U.S. person for the purposes of the
CEA or any CFTC Rule, guidance or order proposed or issued under the CEA (for the avoidance of doubt, any person who is not a "Non-United States person" defined under CFTC
Rule 4.7(a)(1)(iv), but excluding, for purposes of subsection (D) thereof, the exception for qualified eligible persons who are not "Non-United States persons," shall be considered a
U.S. person) (such a person or account, Permitted Transferee). The Notes described herein are available only to Permitted Transferees.
The CSSF has neither reviewed nor approved any information in this Base Prospectus pertaining to Notes listed on SIX Swiss Exchange and the CSSF assumes no responsibility in
relation to issues of Notes listed on SIX Swiss Exchange.
The Notes are being offered and sold outside the United States to non-U.S. persons. The Notes are not being offered to investors in the United States or to any U.S. persons,
including qualified institutional buyers.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes which are applicable to each Tranche (as defined in the Terms
and Conditions of the Notes) of Notes will be set out in a final terms document (the Final Terms) which (except in the case of Private Placement Notes (as defined in the sections
entitled "Terms and Conditions of the German Law Notes")) will be filed with the CSSF. The Programme provides that Notes may be listed or admitted to trading, as the case may be,
on such other or further stock exchanges or markets as may be agreed between the relevant Issuer, the Guarantor and the relevant Purchaser. Each Issuer may also issue unlisted
Notes and/or Notes not admitted to trading on any market.
The Notes may be rated at the latest on the relevant Issue Date by one or more rating agencies. The rating(s) of the Notes (if any) will be specified in the applicable Final Terms,
including as to whether or not such credit ratings are issued by credit rating agencies established in the European Union, registered (or which have applied for registration) under
Regulation (EC) No 1060/2009 of the European Parliament and of the Council dated 16 September 2009, as amended (the CRA Regulation) and are included in the list of registered
credit rating agencies published at the website of the European Securities and Markets Authority (www.esma.europa.eu).

In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European
Union and registered under the CRA Regulation unless the rating is provided by a credit agency operating in the European Union before 7 June 2010 which has submitted an
application for registration in accordance with the CRA Regulation and such registration is not refused. A rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, change, or withdrawal at any time by the assigning rating agency without notice.

___________________
ARRANGER
Société Générale Corporate & Investment Banking
_________________
DEALERS
Société Générale Corporate & Investment Banking
Société Générale Bank & Trust
SG Option Europe

2

TABLE OF CONTENTS

Section
Page

SUMMARY .................................................................................................................................................................. 5
ZUSAMMENFASSUNG ........................................................................................................................................... 27
RISK FACTORS ....................................................................................................................................................... 54
IMPORTANT INFORMATION .................................................................................................................................. 91
GENERAL DESCRIPTION OF THE PROGRAMME............................................................................................... 96
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES ......................................... 101
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................. 103
FINAL TERMS ........................................................................................................................................................ 109
SUPPLEMENT TO THE BASE PROSPECTUS .................................................................................................... 110
FORM OF THE NOTES .......................................................................................................................................... 111
FORM OF FINAL TERMS ...................................................................................................................................... 115
MUSTER DER ENDGÜLTIGEN BEDINGUNGEN ................................................................................................ 115
TERMS AND CONDITIONS OF THE GERMAN LAW NOTES ............................................................................ 169
EMISSIONSBEDINGUNGEN DER DEUTSCHRECHTLICHEN SCHULDVERSCHREIBUNGEN ...................... 169
ADDITIONAL TERMS AND CONDITIONS RELATING TO FORMULAE ............................................................ 250
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN ZU FORMELN ............................................................................. 250
ADDITIONAL TERMS AND CONDITIONS FOR STRUCTURED NOTES ........................................................... 451
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR STRUKTURIERTE SCHULDVERSCHREIBUNGEN ........ 451
ADDITIONAL TERMS AND CONDITIONS FOR SHARE LINKED NOTES ........................................................ 453
ZUSÄTZLICHE BEDINGUNGEN FÜR AKTIENBEZOGENE SCHULDVERSCHREIBUNGEN ......................... 453
ADDITIONAL TERMS AND CONDITIONS FOR INDEX LINKED NOTES .......................................................... 489
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR INDEXBEZOGENE SCHULDVERSCHREIBUNGEN ........ 489
ADDITIONAL TERMS AND CONDITIONS FOR SGI INDEX LINKED NOTES ................................................... 512
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR SGI-INDEXBEZOGENE SCHULDVERSCHREIBUNGEN 512
ADDITIONAL TERMS AND CONDITIONS FOR DEPOSITARY RECEIPTS LINKED NOTES .......................... 538
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR DEPOSITARY RECEIPTS-BEZOGENE
SCHULDVERSCHREIBUNGEN ............................................................................................................. 538
ADDITIONAL TERMS AND CONDITIONS FOR DIVIDEND LINKED NOTES .................................................... 566
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR DIVIDENDENBEZOGENE
SCHULDVERSCHREIBUNGEN ............................................................................................................. 566
ADDITIONAL TERMS AND CONDITIONS FOR ETF LINKED NOTES .............................................................. 590
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR ETF-BEZOGENE SCHULDVERSCHREIBUNGEN ........... 590
ADDITIONAL TERMS AND CONDITIONS FOR REFERENCE RATE LINKED NOTES .................................... 612
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR REFERENZSATZBEZOGENE
SCHULDVERSCHREIBUNGEN ............................................................................................................. 612
ADDITIONAL TERMS AND CONDITIONS FOR FOREIGN EXCHANGE RATE LINKED NOTES .................... 624
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR WECHSELKURSBEZOGENE
SCHULDVERSCHREIBUNGEN ............................................................................................................. 624
ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY LINKED NOTES .............................................. 639
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR ROHSTOFFBEZOGENE
SCHULDVERSCHREIBUNGEN ............................................................................................................. 639
ADDITIONAL TERMS AND CONDITIONS FOR FUND LINKED NOTES ........................................................... 678
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR FONDSBEZOGENE SCHULDVERSCHREIBUNGEN ...... 678
ADDITIONAL TERMS AND CONDITIONS FOR CREDIT LINKED NOTES ........................................................ 710
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR KREDITEREIGNISBEZOGENE
SCHULDVERSCHREIBUNGEN ............................................................................................................. 710
ADDITIONAL TERMS AND CONDITIONS FOR INFLATION LINKED NOTES .................................................. 947

3

ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR INFLATIONSBEZOGENE
SCHULDVERSCHREIBUNGEN ............................................................................................................. 947
ADDITIONAL TERMS AND CONDITIONS FOR BOND LINKED NOTES .......................................................... 963
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR ANLEIHEBEZOGENE SCHULDVERSCHREIBUNGEN ... 963
ADDITIONAL TERMS AND CONDITIONS FOR ETP LINKED NOTES ............................................................ 1009
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR ETP-BEZOGENE SCHULDVERSCHREIBUNGEN ........ 1009
ADDITIONAL TERMS AND CONDITIONS FOR NON EQUITY SECURITY LINKED NOTES ......................... 1034
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR NICHTEIGENKAPITALWERTPAPIERBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 1034
ADDITIONAL TERMS AND CONDITIONS FOR PREFERENCE SHARE LINKED NOTES ............................ 1047
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR VORZUGSAKTIENBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 1047
ADDITIONAL TERMS AND CONDITIONS FOR WARRANT LINKED NOTES ................................................ 1053
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR OPTIONSSCHEINBEZOGENE
SCHULDVERSCHREIBUNGEN ........................................................................................................... 1053
DESCRIPTION OF THE COLLATERAL ARRANGEMENTS RELATING TO SECURED NOTES ................... 1058
BESCHREIBUNG DER SICHERHEITENVEREINBARUNGEN BEZÜGLICH BESICHERTER
SCHULDVERSCHREIBUNGEN ........................................................................................................... 1058
ADDITIONAL TERMS AND CONDITIONS RELATING TO SECURED NOTES ............................................... 1079
ZUSÄTZLICHE EMISSIONSBEDINGUNGEN FÜR BESICHERTE SCHULDVERSCHREIBUNGEN .............. 1079
FORM OF DEED OF GUARANTEE .................................................................................................................... 1109
DESCRIPTION OF THE TRUST AGREEMENT ................................................................................................. 1112
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE ......................................................................................................... 1114
DESCRIPTION OF SG ISSUER .......................................................................................................................... 1115
DESCRIPTION OF SOCIETE GENERALE EFFEKTEN GMBH ........................................................................ 1120
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE INDICES ("SGI INDICES") ............................................................ 1121
BOOK ENTRY CLEARANCE SYSTEMS ............................................................................................................ 1175
TAXATION ............................................................................................................................................................ 1176
SUBSCRIPTION, SALE AND TRANSFER RESTRICTIONS ............................................................................. 1188
GENERAL INFORMATION .................................................................................................................................. 1193

4

Summary

SUMMARY
Summaries are made up of disclosure requirements known as Elements the communication of which is required by
Annex XXII of the Commission Regulation (EC) No 809/2004 as amended. These elements are numbered in Sections A
 E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and Issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is
possible that no relevant information can be given regarding the Element. In this case, a short description of the Element
is included in the summary with the mention of "Not Applicable".
[If several Series of securities are to be issued or offered simultaneously in one set of Final Terms, the items which differ
for such Series of securities can be grouped in a table (the Issue Specific Table)]

Section A Introduction and warnings
A.1
Warning
This summary must be read as an introduction to the Base Prospectus.

Any decision to invest in the Notes should be based on a consideration of the Base
Prospectus as a whole by the investor.

Where a claim relating to the information contained in the Base Prospectus and the
applicable Final Terms is brought before a court, the plaintiff investor might, under
the national legislation of the Member States, have to bear the costs of translating
the Base Prospectus before the legal proceedings are initiated.

Civil liability attaches only to those persons who have tabled this summary,
including any translation thereof, but only if the summary is misleading, inaccurate
or inconsistent when read together with the other parts of the Base Prospectus or it
does not provide, when read together with the other parts of this Base Prospectus,
key information in order to aid investors when considering whether to invest in the
Notes.
A.2
Consent to the use of
[Not Applicable. The Notes are not subject to a Public Offer in the European
the Base Prospectus
Economic Area.]

[The Issuer consents to the use of this Base Prospectus in connection with a resale
or placement of Notes in circumstances where a prospectus is required to be
published under the Prospectus Directive (a Non-exempt Offer) subject to the
following conditions:

- the consent is only valid during the offer period from [Specify date] to [Specify
date] (the Offer Period);

[- the consent given by the Issuer for the use of the Base Prospectus to make the
Non-exempt Offer is [an individual consent (an Individual Consent) in respect of
[Specify name and address] ([each a] [the] Initial Authorised Offeror[s])] and if the
Issuer appoints any additional financial intermediaries after the [insert date of the
applicable Final Terms] and publishes details of them on its website, each financial
intermediary whose details are so published (each an Additional Authorised
Offeror;] [and] [a general consent (a General Consent) in respect of any financial
intermediary who published on its website that it will make the Non-exempt Offer of
the Notes on the basis of the General Consent given by the Issuer and by such
publication, any such financial intermediary (each a General Authorised Offeror)
undertakes to comply with the following obligations:

(a)
it acts in accordance with all applicable laws, rules, regulations and
guidance (including from any regulatory body) applicable to the Non-
exempt Offer of the Notes in the Public Offer Jurisdiction, in particular the
law implementing the Markets in Financial Instruments Directive (Directive
2004/39/EC) as amended (hereinafter the Rules) and makes sure that
(i) any investment advice in the Notes by any person is appropriate, (ii) the
information to potential investor including the information relating to any
expenses (and any commissions or benefits of any kind) received or paid
by this General Authorised Offeror under the offer of the Notes is fully and
clearly disclosed;

(b)
it complies with the relevant subscription, sale and transfer restrictions
related to the Public Offer Jurisdiction as if it acted as a Dealer in the
Public Offer Jurisdiction;

(c)
it complies with the Rules relating to anti-money laundering, anti-bribery
and "know your customer" rules; it retains investor identification records for
at least the minimum period required under applicable Rules, and shall, if
so requested, make such records available to the relevant Issuer and/or
the relevant Dealer or directly to the competent authorities with jurisdiction

5

Summary

over the relevant Issuer and/or the relevant Dealer in order to enable the
relevant Issuer and/or the relevant Dealer to comply with anti-money
laundering, anti-bribery and "know your customer" rules applying to the
relevant Issuer and/or the relevant Dealer;

(d)
it does not, directly or indirectly, cause the Issuer or the relevant Dealers to
breach any Rule or any requirement to obtain or make any filing,
authorisation or consent in any jurisdiction;

(e)
it meets [insert any other condition specified under the clause "Other
conditions to consent" in the applicable Final Terms];

(f)
it commits itself to indemnify the relevant Issuer, the Guarantor (if
applicable) and the relevant Dealer, Société Générale and each of its
affiliates for any damage, loss, expense, claim, request and fees (including
reasonably fees from law firms) incurred by one of its entities because of,
or in relation with, the non-respect by this General Authorised Offeror of
any of these obligations above;

(g)
it acknowledges that its commitment to respect the obligations above is
governed by German law and agrees that any related dispute be brought
before the German courts;

[Any General Authorised Offeror who wishes to use the Base Prospectus for
an Non-Exempt Offer of Notes in accordance with this General Consent and
the related conditions is required, during the time of the relevant Offer Period,
to publish on its website that it uses the Base Prospectus for such Non-
exempt Offer in accordance with this General Consent and the related
conditions.]

- the consent only extends to the use of this Base Prospectus to make Non-exempt
Offers of the Notes in [Austria] [Germany] [Luxembourg].

[The information relating to the conditions of the Non-exempt Offer shall be
provided to the investors by [any Initial Authorised Offeror] [any Initial
Authorised Offeror and any General Authorised Offeror] [any General
Authorised Offeror] at the time the offer is made.]]

Section B Issuer [and Guarantor]

B.1
Legal and commercial
[Société Générale (or the Issuer)]
name of the issuer
[SG Issuer (or the Issuer)]
[Société Générale Effekten GmbH (or the Issuer)]
B.2
Domicile, legal form,
[If the Issuer is Société Générale:
legislation and
Domicile: 29, boulevard Haussmann, 75009 Paris, France.
country of
Legal form: Public limited liability company (société anonyme).
incorporation
Legislation under which the Issuer operates: French law.
Country of incorporation: France.]

[If the Issuer is SG Issuer:

Domicile: 33, boulevard Prince Henri, L-1724 Luxembourg, Luxembourg.

Legal form: Public limited liability company (société anonyme).

Legislation under which the Issuer operates: Luxembourg law.

Country of incorporation: Luxembourg.]

[If the Issuer is Société Générale Effekten GmbH:

Domicile: Neue Mainzer Str. 46 - 50, 60311 Frankfurt am Main, Germany.

Legal form: Limited liability company (Gesellschaft mit beschränkter Haftung).

Legislation under which the Issuer operates: German law.

Country of incorporation: Germany.]
B.4b
Known trends
[If the Issuer is Société Générale : 2014 was another challenging year for the
affecting the issuer
economy, with global activity posting only moderate growth that varied by region.
and the industries in
This trend is expected to carry over into 2015, which is shaping up to deliver a
which it operates
weaker-than-expected global economic recovery amid myriad uncertainties both on
the geopolitical front and on the commodity and forex markets.
The euro zone is struggling to return to more dynamic growth, thus slowing the
reduction of public deficits. Interest rates should remain at record lows, but the

6

Summary

deflationary risk should be kept under control by the intervention of the ECB which
has announced the implementation of a more accommodative monetary policy and
the use of its balance sheet to support growth. The depreciation of the euro and
falling oil prices should help boost exports and stimulate domestic demand. The US
economy should stay on a positive track and the Fed is expected to begin tightening
its monetary policy mid-year. Emerging countries have entered a phase of more
moderate growth, in particular China. Russia's economy is struggling with the
consequences of the Ukrainian crisis coupled with the drop in commodity prices.
From a regulatory standpoint, 2014 saw the implementation of the Banking Union.
The European Central Bank took the helm of the Single Supervisory Mechanism,
overseeing some 130 euro zone banks, with the aim of strengthening the banking
system, restoring the confidence of economic operators, harmonising banking
supervision rules and reducing the link between banks and their national authorities.
In terms of regulatory ratios, the Group can already meet the new requirements.]

[If the Issuer is SG Issuer or Société Générale Effekten GmbH: The Issuer expects
to continue its activity in accordance with its corporate objects over the course of
2015.]

B.5
Description of the The Group offers a wide range of advisory services and tailored financial solutions to
issuer's group and individual customers, large corporate and institutional investors. The Group relies on
the issuer's position three complementary core businesses:
within the group
·
French Retail Banking;

·
International Retail Banking, Financial Services and Insurance and

·
Corporate and Investment Banking, Private Banking, Asset and Wealth
Management and Securities Services.

[If the Issuer is Société Générale: The Issuer is the parent company of the Société
Générale Group.]

[If the Issuer is SG Issuer or Société Générale Effekten GmbH: The Issuer is a
subsidiary of Société Générale and has no subsidiaries.]
B.9
Figure of profit
Not Applicable. The Issuer does not make any figure of profit forecast or estimate.
forecast or estimate
of the issuer
B.10
Nature of any
Not Applicable. The audit report of the Issuer does not include any qualification.
qualifications in the
audit report on the
historical financial
information
B.12
Selected historical
[If the Issuer is Société Générale:
key financial

information regarding
the issuer

Year ended

2014
Quarter 2 
(audited,
Quarter 2 
2015
except as
2014
Year ended
(non
mentionned
(non audited)
2013
audited)
otherwise (*))
(*)
(audited) (1)

Results (in EUR M)

Net
Banking
Income
13,222
23,561 11,556 22,433

Operating income
3,319
4,557 (*)
2,232 (*)
2,336

Net
income
before
2,421
2, 978 (*)
1,404 (*)
2,394

non controlling
interests

Net income
2,219
2,679 (*)
1,248 (*)
2,044

French Retail Banking
692
1,204 (*)
639 (*)
1,196

International
Retail
451
370 (*)
(9) (*)
983

Banking & Financial
Services

Global Banking and
1,213
1,909 (*)
1,031 (*)
1,206

Investor Solutions

Corporate Centre
(137)
(804) (*)
(413) (*)
(1,341)

Net cost of risk
(1,337)
(2,967)
(1,419)
(4,050)

7

Summary

Cost/income ratio (2)
64.8%
68% (*)
66.2% (*)
67.0%

ROE after tax (3)
9.1%
5.3%
5.1%
4.1%

Tier 1 Ratio
12.7%
12.6%
12.5%
11.8%

Activity (in EUR bn)

Total assets and
1,359.5 1,308.2 1,322.6
1,214.2

liabilities

Customer
loans 370.2 344.4 336.2
332.7

Customer
deposits
377.2 349.7 341.8
334.2

Equity (in billions of

euros)

Group
shareholders'
56.1 55.2 53.3
50.9

equity

Total
consolidated
59.6 58.8 55.9
54.0

equity

Cash flow

statements
(in
billions of euros)

Net inflow (outflow) in
22,255 (10,183) (13,148)
(981)
cash and cash
equivalents

(1)
Items relating to the results for 2013 have been restated due to the implementation of
IFRS 10 & 11.
(2)
Excluding the revaluation of own financial liabilities and DVA, PEL/CEL and 50% IFRIC 21.
(3)
Group ROE calculated excluding non-economic items, collective provision for litigation
issues, PEL/CEL and adjusted for the effect of IFRIC 21. The adjustment relating to IFRIC
21 corrects, for each quarter, 25% of the taxes borne in their entirety in H1 in respect of
the financial year. ROE in absolute terms in H1 14: 5.1%, in Q2 14: 9.3%.
(*)
Note that the data for the 2014 financial year have been restated, due to the
implementation on January 1st, 2015 of the IFRIC 21 standard resulting in the publication
of adjusted data for the previous financial year.

[If the Issuer is SG Issuer:

(in K)
30 June 2015 30 June 2014
31 December 31 December

(unaudited)
(unaudited) 2014 (audited) 2013 (audited)

Operating Revenues
47,313 60,795
110,027
109,588

Profit from operations
195 193 209 482

Profit from continuing
195 193 209 482

operations

Total Assets
29,129,601 33,747,468 23,567,256 21,349,619]

[If the Issuer is Société Générale Effekten GmbH:

(in )
31 December 2014
31 December 2013

(audited)
(audited)

Assets

A. Current Assets
17,065,164,678.85
15,433,080,154.51

B. Deferred Tax Assets
19,872.39
12,633.90

C. Trust Assets
5,238,971,266.72
6,418,253,205.21

Total Assets
22,304,155,817.96
21,851,345,993.62

31 December 2014
31 December 2013

(audited)
(audited)

Equity & Liabilities

A. Equity
1,033,620.93
930,537.13

B. Provisions
500,732.35
502,874.13

C. Liabilities
17,063,650,197.96
15,431,659,377.15

D. Trust Liabilities
5,238,971,266.72
6,418,253,205.21

Statement that there There has been no material adverse change in the prospects of the Issuer since
has been no material 31 December 2014.
adverse change in the

8

Summary

prospects of the
issuer since the date
of its last published
audited financial
statements

Significant changes Not Applicable. There has been no significant change in the financial or trading
in the issuer's
position of the Issuer since [If the Issuer is Société Générale Effekten GmbH:
financial or trading 31 December 2014] [If the Issuer is Société Générale or SG Issuer: 30 June 2015].
position subsequent
to the period covered
by the historical
financial information

B.13
Recent events
Not Applicable. There has been no recent event particular to the Issuer which is to a
particular to the
material extent relevant to the evaluation of the Issuer's solvency.
issuer which are to a
material extent
relevant to the
evaluation of the
issuer's solvency
B.14
Statement as to
See Element B.5 above for the Issuer's position within the Group.
whether the issuer is [Société Générale is the ultimate holding company of the Group. However, Société
dependent upon other
Générale operates its own business; it does not act as a simple holding company
entities within the vis-à-vis its subsidiaries.]
group

[SG Issuer is dependent upon Société Générale Bank & Trust within the Group.]

[Société Générale Effekten GmbH is dependent upon Société Générale within the
Group.]
B.15
Description of the
[If the Issuer is Société Générale: See Element B.5 above.]
issuer's
principal
[The principal activity of SG Issuer is raising finance by the issuance of warrants as
activities
well as debt securities designed to be placed to institutional customers or retail
customers through the distributors associated with Société Générale. The financing
obtained through the issuance of such debt securities is then lent to Société
Générale and to other members of the Group.]

[The sole purpose of Société Générale Effekten GmbH is the issue and sale of
securities as well as related activities, with the exception of those requiring a license.
It is engaged in the issue and placement of securities, mainly warrants and
certificates, as well as related activities. The securities are primarily issued on the
German and Austrian market. The German capital market is one of the most
important derivatives markets. The securities may also be sold publicly in certain
other EU member states.]
B.16
To the extent known [Not Applicable. To its knowledge, Société Générale is not owned or controlled,
to the issuer, whether directly or indirectly (under French law) by another entity.]
the issuer is directly [SG Issuer is a 100 per cent. owned subsidiary of Société Générale Bank & Trust
or indirectly owned or S.A. which is itself a 100 per cent. owned subsidiary of Société Générale and is a
controlled and by fully consolidated company.]
whom, and
[Société Générale Effekten GmbH is a 100 per cent. owned subsidiary of Société
description of the Générale and is a fully consolidated subsidiary.]
nature of such control
[Delete the Element B.17 if the Notes are derivative instruments to which Annex XII of the Regulation applies]
[B.17
Credit ratings
[Société Générale is rated AA (low) by DBRS, A by Fitch Ratings, A2 by Moody's
assigned to the issuer
Investors Services and A by Standard and Poor's.]
or its debt securities
[If the Issuer is SG Issuer or Société Générale Effekten GmbH: Not Applicable. The
Issuer is not rated.]

[Not Applicable] [The Notes to be issued have [not] been rated [Specify rating(s) of
Notes being issued] [by [Specify rating agency(ies)].]]
[Delete the Elements B.18 and B.19 if Société Générale is the Issuer of the Notes]
B.18
Nature and scope of The Notes are unconditionally and irrevocably guaranteed by Société Générale (the
the guarantee
Guarantor) pursuant to the Guarantee to be dated on or around the date of this
Prospectus.
The Guarantee constitutes a direct, unconditional, unsecured and general obligation
of the Guarantor and ranks and will rank pari passu with all other existing and future
direct, unconditional, unsecured and general obligations of the Guarantor, including

9

Summary

those in respect of deposits.
B.19
Information about the The information about Société Générale as if it were the Issuer of the same type of
guarantor as if it were
Notes that is subject of the Guarantee is set out in accordance with Elements B.19 /
the issuer of the same
B.1, B.19 / B.2, B.19 / B.4b, B.19 / B.5, B.19 / B.9, B.19 / B.10, B.19 / B.12, B.19 /
type of security that B.13, B.19 / B.14, B.19 / B.15 [,] [and] B.19 / B.16 [and B.19 / B.17] below,
is subject of the respectively:
guarantee
[If Société Générale is acting as Guarantor insert here the Elements information
relating to the Guarantor the relevant descriptions should be copied from Elements
B.1 to B.17]

Section C Securities
C.1
Type and class of the The Notes are [debt securities] [derivative instruments] [indexed on [share] [index]
securities being
[SGI Index] [Depositary Receipts] [dividend] [ETF] [reference rate] [foreign
offered and/or
exchange rate ] [commodity] [commodity index] [fund] [inflation index] [ETP] [non
admitted to trading, equity securities which are [certificates] [over-the-counter derivative products]
including any security
[[option] [future] contract[s]][preference share] [warrant] [the occurrence or non
identification number
occurrence of one or more credit event(s) on one or several reference entity(ies)
[belonging to the index]] [the occurrence or non occurrence of one or more bond
event(s)]] [cds spread].

ISIN Code: [Insert code]

Common Code: [Insert code]
C.2
Currency of the
[Insert the currency] [in respect of Dual Currency Notes, insert the settlement
securities issue
currency]
C.5
Description of any Not applicable. There is no restriction on the free transferability of the Notes, subject
restrictions on the to selling and transfer restrictions which may apply in certain jurisdictions.
free transferability of
the securities
C.8
Rights attached to the
Rights attached to the securities:
securities, including Unless the Notes are previously redeemed, the Notes will entitle each holder of the
ranking and
Notes (a Noteholder) to receive a potential return on the Notes [[If the Notes are
limitations to those debt securities to which Annex V applies: a redemption amount at par on the
rights
maturity date and a potential yield on these Notes (see Element C.9)] [If the Notes
are derivative instruments to which Annex XII applies: a redemption amount which
may be lower than, equal to or higher than the amount initially invested (see
Element C.18).] [a fixed redemption amount, which is different from par on the
maturity date and a potential yield on these Notes (see Element C.18).] [a
redemption amount at par on the maturity date and a potential yield on these Notes
(see Element C.18)].

Governing law
The Notes and any non-contractual obligations arising out of or in connection with
the Notes will be governed by, and shall be construed in accordance with German
law.
The Guarantee and any non-contractual obligations arising out of or in connection
with the Guarantee will be governed by, and shall be construed in accordance with,
English law.

[If the Issuer is SG Issuer and the Notes are Secured Notes :
In addition to the Guarantee of the Guarantor, payments due under the Notes will be
secured by a pledge over collateral assets which comply with the following [Eligibility
Criteria] [and][ Collateral Rules] :

[Eligibility Criteria:
[insert a short description of the
eligibility criteria]]

[Collateral Rules:
Insert a short description of the

relevant col ateral rules]]]

A Noteholder will be entitled to claim the immediate and due payment of any sum in
case :

- the Issuer fails to pay or to perform its other obligations under the Notes [If the
Notes are Secured Notes: including, its obligations under the pledge securing the
Notes]

-
[If the Issuer is SG Issuer or Société Générale Effekten GmbH: the Guarantor fails

10